MAX Power is Arranging a Targeted Strategic Private Placement to Raise up to $1.65 Million

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VANCOUVER, British Columbia, May 2, 2024 (GLOBE NEWSWIRE) — MAX Power Mining Corp. (CSE: MAXX; OTC: MAXXF; FRANKFURT: 89N) (“Maximum strength” or the “Pursue“) announces a non-brokered private placement of up to 8,500,000 units (the “Units”) of the Company at a price of C$0.195 per Unit (the “Offering Price”), resulting in gross proceeds to the Company of up to $1,657. 500 C$ (the “Offer”), which is aimed at strategic investors.

The closing of the Offering is scheduled to occur on or about May 15, 2024 (the “Closing Date”) and the closing of the Offering is subject to certain conditions, including receipt of all necessary approvals, including the approval of the Canadian Securities Exchange (“CSE”). ).

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Conditions for Private Placements

Each Unit consists of one common share of the capital of the Company (a “Share”) and one-half of a non-transferable common share purchase warrant (each whole common share purchase warrant, a “Warrant”). Each whole Warrant may be exercised to purchase one Share at an exercise price of $0.30 per Share for a period of 24 months from the date of issuance, subject to the following acceleration rights.

Acceleration clause

If at any time after the issuance date of the Warrant, the closing price of the Company’s common shares on the CSE (or such other stock exchange on which the common shares may be traded from time to time) is at or above C$0.50 per share for a period of 10 consecutive trading days (the “Triggering Event”). In this case, the Company may, within 5 days of the Triggering Event, advance the expiration date of the Warrants by notice to the holders of the Warrants, by means of a press release, and in such case the Warrants will expire on the first day, i.e. 30 calendar days after the date on which the Company provides such notice of the Triggering Event, and all rights of the holder of such Warrants will be terminated without compensation to such holder.

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Certain Company Insiders may purchase Units in the Offering. Any insider participation in the Private Placement would constitute a “related party transaction” within the meaning of Multilateral Instrument 61-101 Protection of Minority Security Holders in Special Transactions (“MI 61-101”). However, the Company believes that such an interest would be exempt from the formal valuation and minority shareholder approval requirements of MI 61-101, as would the fair market value of the Units subscribed by the Insiders or the consideration paid by such Insiders for the Units 25 % of the company’s market capitalization.

Subject to compliance with applicable regulatory requirements and in accordance with National Instrument 45-106 – Prospectus Exemptions (“NI 45-106”), the Offer is made to purchasers residing in all provinces of Canada, excluding Quebec, subject to the Financing Exemption listed issuers pursuant to Part 5A of NI 45-106 (the “Exemption”). The securities offered under the exemption are not subject to any hold period under applicable Canadian securities laws. There is an offering document (the “Offering Document”) related to the Offering, which is available on the Company’s profile at www.sedarplus.ca and on the Company’s website at www.MaxPowerMining.com. Potential investors should read this offering document before making any investment decision.

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In connection with the Offering, the Company may pay finder’s fees consisting of: (i) cash finder’s commission of up to 7% of the gross proceeds of the Offering; and (ii) finder warrants (“Broker Warrants”) of up to 7% of the number of Units issued under the Offering, which may be issued within a period of 24 months following Closing at a price of $0.30 per Common shares can be exercised on the date of the offer, which is also subject to the acceleration clause mentioned above.

The Company plans to use the net proceeds of this financing for exploration, evaluation of new resource projects, and general and administrative expenses, which include funds for marketing and investor relations fees and cash for working capital.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy any securities in the United States nor shall there be any sale of the securities in any jurisdiction in which such offer, solicitation or sale would be unlawful were. The securities being offered have not been and will not be registered under the United States Securities Act of 1933, as amended (the “1933 Act”), or any U.S. state securities laws and may not be offered or sold in the United States, in which there is no registration or an applicable exemption from the registration requirements of the 1933 Act, as amended, and applicable state securities laws.

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About MAX Power

MAX Power is a dynamic exploration-stage resources company targeting domestic lithium resources to advance renewable energy prospects in North America while exploring other strategic opportunities in the global transition to decarbonization. MAX has also entered into a collaborative research and development agreement with the University of California’s Lawrence Berkeley National Laboratory (LBNL) to develop state-of-the-art direct lithium extraction (DLE) technologies for brine resources.

On behalf of the board

“Rav Mlait”

CEO
MAX Power Mining Corp.

MarketSmart Communications at 877-261-4466.

Company contact [email protected]778-655-9266

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FOR DISTRIBUTION IN THE UNITED STATES

Forward-Looking Cautionary Statements

This press release contains forward-looking statements within the meaning of applicable securities laws. The use of any of the words “anticipate”, “plan”, “continue”, “expect”, “estimate”, “objective”, “may”, “will”, “project”, “should”, “predict”, ” “potential” and similar expressions are intended to identify forward-looking statements. In particular, this press release contains forward-looking statements, including, without limitation, statements relating to the Offering (including with respect to the timing and completion of the Offering). Although the Company believes that the expectations and assumptions on which the forward-looking statements are based are reasonable, undue reliance should not be placed on the forward-looking statements because the Company can give no assurance that they will prove to be correct. Because forward-looking statements address future events and conditions, they involve inherent assumptions, risks and uncertainties. Actual results may differ materially from those currently expected due to a number of assumptions, factors and risks. These assumptions and risks include, but are not limited to, assumptions and risks associated with obtaining regulatory or shareholder approvals and risks associated with the condition of financial markets or future metal prices.

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Management has provided the above summary of risks and assumptions associated with forward-looking statements in this press release to provide readers with a more complete view of the Company’s future operations. The Company’s actual results, performance or achievements may differ materially from those expressed or implied by these forward-looking statements and, accordingly, no assurance can be given that any of the events anticipated in the forward-looking statements will occur or occur, or if one of them does this, what benefits the company will get from it. These forward-looking statements are made as of the date of this press release and the Company disclaims any intention or obligation to update publicly any forward-looking statements, whether as a result of new information, future events or results or otherwise.

Neither the Canadian Securities Exchange nor its regulation services provider accepts responsibility for the adequacy or accuracy of this release.

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